Spider-Man's Web of Female Heroes and Villains
by TheGreenArrowDP2001
Summary: Hey Guys, this is my Marvel Sex Story, featuring our friendly neighborhood Spider-Man. Leave reviews if you liked it.
1. Chapter 1, Black Cat

Spider-man was swinging around when his spider-sense began to tingle. He shot a line out and turned mid-air, just in time to see the supervillain Mr. Negative flying past him. Spidey knew all about him, he was a villain who had the power of Object Empowerment, Corruptive touch and a healing touch. Mr. Negative's touch could power objects (most often his dagger and other blades) with the Darkforce, making them stronger and more durable.

Spidey then swung after going Mr. Negative all around Manhattan, until he shot Mr. Negative with his webs sticking him onto the roof of a building. Spidey landed next to Mr. Negative, who disappeared, only to appear behind.

Spidey turned in to time once again to dodge Negatives corruptive touch. They both began to hear sirens, and Spidey saw the mysterious thief known as the Black Cat jumping from building to building behind Mr. Negative.

Negative took the distraction and used his empowerment one Spidey. Spidey had always admired how sexy the Black Cat was, and would get a bit hard when he saw her. Mr. Negative's object empowerment charged him, giving a clearer sense. Spidey felt odd, and when he looked down, he saw what Mr. Negative had done to him.

His cock was insanely hard, causing a tent in his suit.

"That ought to keep you busy, when you go stop the Black Cat." Mr. Negative said, before disappearing.

When Mr. Negative disappeared, Peter was relieved to see that his cock had gone back to normal, but he noticed that it was longer. More sirens rang and he focused, and he began to run after the Black Cat.

The Black Cat jumped athletically building to building, trying to escape the police. She then stopped and the cops continued driving unaware that she had tricked them. She settled on a roof top and grinned. She said, "the Black Cat always get what she wants."

"Is that so?" said a voice from behind her. Quickly the Black Cat spun around to find the owner of the voice, but nobody was to be found.

"Where are you?" she growled. Frustration was in her voice and her enemy could tell.

"I'm right behind you Cat." He said. The man seemed to take great pleasure in her dismay.

"Oh, it's only you," the Black Cat said nonchalantly. "I was expecting a, 'bigger' man." She returned to stuffing the jewels in the bag as if nothing had happened.

Spider-Man scratched his head, "Um, hello? Big Bad Spidey is here! Did you not get the memo? I mean I am a pretty big deal." The Black Cat showed no intention of acknowledging him. "You do know I'm going to have to stop you right? It's part of my job."

The Cat paused from her work and turned. "My, aren't you feisty tonight? So, are we gonna go the old fashioned way, you catching me and leaving me for the police? Or would you like to try something new?" Slowly she walked over to him and stopped within 5 feet of him and placed her right hand on her hip.

"New, huh?" Spider-Man paused, not knowing what to say. "Well, what exactly is, new? If it doesn't involve you being in handcuffs, I don't think I'll go for it."

"Oh but Spider-Man," the Cat said playfully, "the new way is sooo much more fun. Why, I'll even allow the use of handcuffs, and other things." She started towards him again, and when she reached him the Cat took his hand and lifted his index finger. As he hung there she placed his finger in his mouth and began to suck and lick it, all the while staring at him intently, with a gaze of pure lust.

Spider-Man jerked his hand away. "Cat, this better not be one of your games. Let's just get this over with so I can get back to my work."

The Black Cat gave him a puppy-dog face. "Please Spidey? I'll make it worth your while." She lifted up his mask ever so slightly until it was just past his nose. Then, as he stood there, she kissed him as passionately for the first time. Her tongue touched his, and she pushed in farther. Spider-Man tasted the sweet taste he had been curious about since their first encounter, the taste of the Black Cat.

"Well well well, what's this," she stated as she looked down.

He followed her gaze, to see that his erection from the object empowerment had come back, and it was beginning to pulse.

The Cat grinned, "Wow, when I had said "bigger", I didn't mean this, but I like it."

"Show me what a sexy feline thief can do." he said, without thinking. That was weird.

"Come here Cat, I got a special web-trick I'm gonna use on you." He grabbed her long ivory hair and pushed her against a wall and pushed her down to her knees, then pinned her arms to it with his webbing.

"Oh Spider-Man," she moaned, "How did you know I like it rough. Give it to me!" She threw her head back and licked her lips in anticipation.

Without hesitation, the Spider grabbed her leather shirt and ripped it from her body, revealing her firm, pale breasts. The nipples were small, but had a soft pink color to them, the kind that could be hard in moments. Her breasts were quite large, perhaps a D-cup, but firm and identical.

He grabbed the right breast and began to tease it, pushing in hard and playing with the nipple in between his fingers. For the other he started to lick the tit, then suck on and kiss it. "Oh, you're making me so horny." moaned Black Cat.

he was breathing harder now as Spider-Man continued to pleasure her.

He had no idea how we was doing this, until he realized that this was because of Mr. Negative. He had empowered his cock, and increased his sexual abilities.

"I've got you just where I want you." He said. Cat moaned and squirmed from the excitement.

"Take me now," she whispered, "I want to feel your Spider-Cock inside of me."

"Not yet, Cat." He said as his arms went down to his pants. He pulled them down around his ankles to reveal his large, hard dick.

He was surprised himself, because his cock was nearly 8 inches long. His cock sprung out, pointed straight at the Cat's face.

"Sweetie, I'm not fucking you until you do me a little favor first." He said.

"Anything!" she moaned desperately, "I'll do anything if you'll put your long hard dick in my cunt!"

The Spider pushed her head closer to his dick and said, "If you swallow my cum, I'll fuck you until you have webbing in places you didn't know existed."

She nodded her head, "Uh huh. I'll swallow it and I'll enjoy it Spidey. Give me it please!"

He pushed her head against the wall, gave her a passionate kiss with tongue on those ruby lips. He then stood up and he pushed his dick into her open mouth.

Only the first 4 or 5 inches got in, and but she made those inches inside her mouth count. Spider-Man began to pull his cock out and thrusted forward again and again, fucking her mouth, and holding her head back. He continued this for a while, and then he stopped, and she gave him his first normal blowjob. He removed the webbing that was sticking her hands to the walls, and her hands immediately went to his balls

He felt her begin to do random patterns with her tongue on his head, until he realized that it wasn't random, it was the alphabet. When she got to Z, she pulled his cock out of his mouth, and flicked it up the shaft and used her left hand to play with his scrotum. Spidey began to moan as she sucked his penis hard and bobbed her head up and down, back and forth.

"Oh yes, yes!" he exclaimed. "Just a little longer, don't stop." He then pushed her head to the wall again and thrusted his cock into her mouth, throat-fucking her. His cock was now all the way in, going down her throat as she tried not to gag.

As his dick pressed on her tonsils, she used her tongue to lick the shaft and kept sucking and rubbing it. His spidey sense began to tingle like crazy.

"God, oh shit, I think I'm gonna…" Spider-Man pulled his dick out of her mouth and began to masturbate as fast as he could, pointing it directly at her mouth, which she promptly opened, her tongue out.

"Gimme all your web fluid you big, bad bug!" Black Cat yelled. Finally the cum burst from his cock, squirting in streams in her mouth and all over her face. She sucked the remaining sperm off his penis and licked the rest off her face.

"Mmm, that was delicious. You taste like gummy worms, just how I like it."

The Cat stood up and grabbed Spider-Man's dick, massaging it gently. "Now, are you going to hold up your end of the bargain? Or will I get caught in another one of your webs?"

Spider-Man grinned, "Cat, by the time I'm done with you, you're gonna be meowing like a feline in a field of catnip."

"Well then," she said, licking her lips, "let's not waste any more time." Black Cat slid her tight spandex off, underneath was a black lacy thong, with white fur trim.

Spider-Man slowly backed up into a nearby chair, and waited patiently for his Cat. "Get over here so I can make your pussy purr like a kitten."

"Coming darling," she said, "I wouldn't keep my favorite arachnid waiting." She then straddled him and grabbed his dick, rubbing it again to make sure it was erect enough to penetrate her. "Are you ready to fuck my pussycat?" she coaxed.

"The question is, are you ready to be made my kitten?" he retorted. She smiled and slid his dick inside of her, aided by the fact she was horny and wet.

"My pussy is so tight, I want you to loosen it for me." She whined. As he began, slowly at first but then picking up speed, she started to moan and gasp. "Oh yes, harder Spidey harder." She pleaded. "I want to feel you fucking me so deep your penis will poke my stomach." His dick kept going in and out, faster and harder. The fluid was trickling out of her vagina, creating a squelching noise every time he pushed further in.

"Yeah, you like that? You like my big hard cock in you? You're a dirty thief, who deserved to be taught a lesson." he said. Spider-Man spun her around so she was sitting on his lap and he began to fuck her again. He grabbed her breasts and squeezed them together, and then he bit her nipple slightly hard, then swapped to her other nipple.

He then stood up, with her still on him, and ran to the wall. She was pressed between him and the wall and he continued fucking her, lifting her by the ass and pulling her down.

"OH GOD, OH GOD, OH MY GOD! YES! YES, DON'T FUCKING STOP! FUCK ME HARDER!" she screamed. He kissed her neck and used his right hand to rub her clitoris. His hand became soaked quickly from all of the fluid pouring from her vagina. "Spider-Man, I think I'm gonna, I'm gonna, ouuahhhh!" she screamed in pleasure. Black Cat stood up and grabbed her vagina as it squirted cum all over the floor. The liquid soaked Peter's lap. She began shaking involuntarily and fell back onto Spidey.

"That's, that's never happened before," she stuttered, "you made me cum so much, I never knew I was a squirter. God you have an amazing dick."

"Hey, it takes two to tango. I can't do it by myself. We make a pretty good team." Obviously pleased with himself, Spider-Man pulled out of her, and stepped back.

"You know, why don't we ever fight crime together? It would be wonderful!"

Black Cat strode over to Spider-Man and put her arms around him in embrace.

"You know what? That sounds like a splendid idea! Me and you, together fighting crime, why didn't we think of this sooner?"

As she put on her clothes she grabbed the bag of jewels and headed to the edge of the rooftop.

"Wait, what are you doing?" he asked

"Sadly, I'm doing the right thing." she said as she threw the bag as hard as she could toward the bank she had stolen from.

They kissed for a while, and Black Cat gave him another blowjob until he came hard again in her mouth.

When she finished swallowing, she began to go to the edge to leave, but Peter asked her a question.

"Wait, what's your name?" he called out

"Its Felicia, Felicia Hardy, who are you?" she replied

"I'm Peter Parker. How old are you?" he asked.

"It's rude to ask a female that, but you I think you deserve it, you give a good fuck. I'm 19. How old are you?"

"I'm 18," he replied.

"You're only 18, and you're Spider-Man, and your that big?, Wow, that is very very very very impressive. See ya tomorrow Peter," she said as she jumped off the roof to another. Peter watched her jump away. He then swung off, looking for any danger that was in need of his help.

He was going around and his spider sense once again tingled. He landed on a roof, and saw a women with black hair, in a red outfit running. If it wasn't for his spidey sense, he would've never noticed her. She was staying in the shadows, and Peter began to follow her. He saw a sword on her back, and in each hand she had a sai.

Finished. THATS RIGHT, I GOT A NEW STORY. HOPE YOU LIKE IT, TELL ME IF YOU DID IN THE REVIEWS. THIS WAS UPDATED SO IF YOU CHECKED IT THE FIRST TIME, CHECK IT AGAIN. NEXT CHAPTER IS GOING TO BE FEATURING ELEKTRA, THE SEXY AND MYSTERIOUS NINJA. TELL ME IN THE THE REVIEWS WHO YOU WANT NEXT TO HAVE FUN WITH OUR FRIENDLY NEIGHBORHOOD SPIDERMAN!


	2. Chapter 2, White Tiger

Spidey followed the red ninja for several hours, before she finally stopped on a 50 story tall building and looked into a pair of binoculars.

He saw her pull out a ninja star, and she pulled hand back preparing to throw it. Peter then jumped at her and shot a web, sticking her hand down to the rooftop floor.

She was faster than she expected, her other hand had unsheathed her sword and cut through his webbing and she threw the ninja star at him.

Peter mid-air twisted to avoid being killed, and he dodged the star. But when he landed, his missed his footing, and then ninja kicked him in the back, sending to the edge of the rooftop.

He began to pull himself up, but the ninja was once again to fast for Peter, and she stomped on Peter's hand, and then kicked him in the face.

His hand was so throbbing painfully. He shot a web line to the rooftop to where he was, only to see the ninja cut the line with her sword.

He was too far down to reach the top again without going splat. He couldn't shoot two web lines with only one hand to save himself, and he couldn't stick to the wall this fast with only one hand.

He looked down and saw the giant dumpster with lots of large plastic bags in it, and Peter did something he hoped no-one would ever see. He curled up, and fell into the dumpster.

Being a superhero may seem like a glamorous profession but at it's core it was a dirty thankless job.

Today had been a bad day for White Tiger.

Sure she took down the Trapster solo but the glue freak managed to gunk up her costume. So she won but the feeling of victory was ruined by being all sticky, dirty and a general feeling of grossness.

Ava wasn't a girly girl but she couldn't stand feeling dirty. So she ran it back to the Parker house to grab a quick shower and a fresh costume.

She was about to walk in through the back door when she saw that Aunt May was home early from work for once. With five superhero teens living under her roof it was only May's busy schedule that kept her from finding out the truth. Ava would have to sneak in. So a few ninja jumps later and Ava was sneaking through Peter's bedroom window.

As dirty as Ava felt it was nothing compared to the mess of Peter's room. Spider-Man or not he was a disorganized teenaged boy.

Luckily his private bathroom was much cleaner and seeing that Ava was Peter's friend, she felt that gave her some fair usage of his space.

Ava turned on the shower and then started to undressed while the water heated up. She made sure her White Tiger costume was hidden away after stepping out of it. Sam had once left his dumb pointy helmet in the wash and Aunt May had found it.

That fiasco took a lot of inventive group lying to cover up.

Ava had stripped down to her bra and panties as she reached into the shower to feel the water temperature. The water was just getting hot enough so Ava took off her undies and walked into the shower.

Already she could feel the hot jets of waters cleaning her sweaty body and it felt wonderful. Seeings as it was Peter's shower, it didn't have Ava's brand of soap but she made do and lathered herself up.

She stopped for a moment when that fact sunk in. this bar of soap and washcloth were the ones that Peter used.

They were things that had touched every part of Peter's body. All of a sudden borrowing Peter's soap became kind of a thrill for Ava.

Ava dipped her head into the hot flowing water to clear her mind of such foolishness. Yet the fact that Ava was in Peter's private shower and that he could walk in on her gave shivers of excitement.

But Peter had been out on patrol so Ava knew there was no chance of that happening.

-About Ten Minutes Later-

Spider-Man web-slinged though the open window and into his bedroom. Peter pulled his mask off and sighed.

"I was lucky to land in something soft but did it have to be a pile of raw garbage. Some days it seems like I can cling to walls but stench clings to me."

Peter got out of his reeking Spider-Man suit and hid it till he could come back and wash it later. Now only in his T-shirt and boxers Peter made his to the bathroom to wash up. He had just opened the door, he heard moaning inside.

He opened the door, and saw an odd sight. There in his shower was Ava, eyes closed, rubbing her pussy with the soap bar that Peter used to clean his dick, while playing with one tit in her other hand.

Peter had never heard Ava moan. It was like some mermaid's siren song that he could not resist.

The sight of Ava's wet naked body almost overwhelmed him. Her rich dark brown hair clinging to her almond colored skin.

The water cascading downer her face and neck to her shapely breast topped with brown nipples, her fit athletic stomach and down to her sexy Latina ass and clean shaven pussy.

Peter stood there stunned, and his erection began to appear. Ava finally opened her eyes and to her great credit she didn't freak out.

She simply just smiled at him. He was the first man to see her naked like this. It surprised Ava just how conformable she was with this.

"Sorry, I took over your shower without asking. Do you need to take a shower too Peter?" she said.

Peter was thrown off his game by Ava's cool response. Ava was so cool she didn't make a move to cover herself and that made her hotter.

Ava pulled back the shower curtain then gave Peter a smile and small wave. "What are you waiting for Webs? There's plenty of room for the both of us in here. Besides you can help me wash my back..." Ava then purred softly like a tigress's low growl. "... or you could wash my front."

Peter didn't waste anymore time. He stripped out of his boxers and his empowered cock showed itself, and joined Ava in the shower.

Ava was in front of Peter, facing him as she washed her hair. He watched the water rushing down her tits down to her shaved pussy. Peter could feel himself hardening by the second.

Ava handed Peter a body sponge. "Wash my tits for me."

Peter took the sponge and took a bottle of soap. He squeezed gently, and soap spurted out on the moist sponge. He squeezed the sponge causing the water and soap to mix and make the foamy soap.

He then went around Ava and wrapped his arms around her from behind, turning her, so they were both facing the mirror. He began to clean her tits, his other took the bar of soap from her, and took over pleasuring her pussy. He burred his head into her shoulder kissing her as his hands did wonders all over her body.

The soft roundness of her breast and hardness of her nipples.

Ava pushed herself back against Peter body and felt his hardening cock rubbing against her ass cheeks.

Peter was being a little too rough and with superhuman strength that was starting to hurt.

"Easy Peter, these are very sensitive you know." she said

Peter's hand pulled away from Ava's body like she was on fire.

"Sorry!" he replied

Ava guided Peter's hands back to her body still looking at their reflection in the mirror.

"Just be more gentle, after all I want to enjoy this too." she said.

Ava showed Peter how she liked to have her breast touched. She liked to be touched differently that Black Cat did on the rooftop the other day, he thought.

His strong hands cupping her breast as he felt their softness and weight. Peter would also pinch her rock hard nipples as he played with her tits.

Ava then guided her hand down to Peter's hands which was actively pleasuring her. Ava then took the soap bar from his hands and put it back to its original place.

She moved her hand to open her vaginal lips. Peter dipped two fingers in to her wet virgin pussy. The feeling was so intense that her body almost went numb.

"Every inch of you feels so good." Peter said as he playfully nibbled on Ava's ear.

She then turned her head, and kissed him

"Your touch makes me feel so good." Ava replied breathlessly as her body begin to shudder.

That was when Ava had what till that point was the best orgasm of her life.

Peter's hands touching her whole being so deeply was to much for her. Ava threw herself forwards into Peter's body as she went weak with bliss.

Peter cradled the panting breathless Ava in his arms as a powerful orgasm rocked her. Peter couldn't help but smile.

He remember the first time he held Ava in his arms, catching her as Spider-Man after Doctor Octopus had knocked her off a roof.

Even now, as a practical family member, along with Danny, Luke and Sam, Ava insisted that she could do everything on her own. Yet as Ava, just plan and utterly beautiful Ava Ayala, she could let herself be held and touched by Peter Parker.

"What are you dreaming about that you looked like you're so far away?" Ava asked as looked up at Peter.

"Just you Ava, I think about you sometimes." he answered truthfully.

"Well then..." Ava pushed herself off Peter and grabbed a bottle of body wash. She then poured a large blob of body wash on her breast and worked it to a lather.

Ava then turned back to face Peter. "... I'll have to make this better then any of your fantasies."

Peter was clearly enjoying the sight of Ava's soapy full-frontal nudity as his hard thick cock got even more rigid. Ava herself couldn't help but admire Peter's body.

She always thought those red and blue Spidey tights did a good job of showing off his cute ass but the rest of him was just impressive. With his ripped muscular torso, strong arms and impressive packaging.

Ava dropped to her knees in front of Peter and tentatively ran her fingers along his hard dick.

'He's charming, brave, handsome, smart and fucking hung.' she thought to herself

'You've just hit the jackpot Tiger.' Ava thought with a smile before letting the cock's head pass her lips.

Ava began to suck down farther, and wrapped her soapy breasts around Peter's shaft, enveloping him in the valley of her tits.

She was still unsure about this as she'd never done this kind of thing before. Amateur or not the feeling Ava's mouth and soft soapy tits wrapped around Peter's cock felt amazing to him.

Peter had to grab shower rod as Ava worshiped his cock. It felt so damn good he didn't know how much longer he could last.

"Ava! I'm going to...!" Peter didn't get a chance to finish speaking as he started to cum in Ava's mouth.

It was almost like sucking on a fountain with Ava's lips making a tight seal on Peter's thick cock as his jizz shot down her throat.

She struggled for a moment as the salty taste filled her mouth and made her want to gag.

Ava's pulled her head back and let Peter's cock slip out of her mouth as the rest of his cum splashed on her large tits like a torrent.

Peter's knees almost buckled as he panted heavily. He looked at Ava's tits covered with his cum. She was still kneading her breast around Peter's dick as he came.

Seeing Ava Ayala on her knees with her beautiful body, now sticky with his cum was perhaps the best moment of Peter's entire day and life till now.

As Peter fought to stay standing, Ava just calmly got to her feet like it was nothing.

"Thanks to you I'm going to have to wash up again." Ava said with a smile before turning away from Peter and toward the water.

The hot water easily cleaned the leftovers of Peter's orgasm from her body.

Looking at Ava's sexy ass Peter felt his need rising up again. He got down on his knees and crawled toward Ava.

He grabbed her waist and spun Ava around. This took Ava by surprise. "Peter! What are you doing?"

"Uncle Ben always said I should return every kindness." Peter said as his nimble fingers spread Ava's wet pussy open. "Besides you know what they say about white boys and eating pussy?"

"No, what do they say...! Ahhh!" Ava lost her ability to speak when Peter's tongue touched her most sensitive of body parts.

Ava could only see Peter's mop of brown hair as he barred his face into her nether-regions. The way his tongue was exploring the folds of her womanhood made Ava's whole body tingle.

It felt like lightning was rushing through her veins. Her fingers tightened around Peter's head as she held on for dear life.

"OH! Oh, God! I can't take much more!"

Peter gave Ava's pussy one last long lick before getting to his feet but he kept rubbing his index and middle finger into her quivering flesh.

"Then how about we move on the main event?" he said.

Ava felt his hands grabbed her sexy round ass as he easily lifted her up and pushed her back against the side wall of the shower.

That wasn't the end of it however as Peter used his spider powers to climbing the wall.

It was only a foot off the ground but now Ava could do nothing to support herself but cling to Peter's muscular hot body.

Ava's long legs parted around Peter's waist as his reinvigorated cock rubbed the wet sticky entrance of her pussy.

"Wait!" Ava cried before things got any farther along.

Her outburst stopped Peter cold. "What's wrong? Do you not want to do it?"

"It's just, this is my first time, and I know it's not yours. I saw you and the Black Cat on the roof the other day. I was sent to come get you for a SHIELD Mission. When I saw what you were doing, I watched it all. I touched myself. Then I called in, saying you were out in school for something. I saw how big you were, and I couldn't believe it."

"Oh," was all he could say, then he told her what had happened with Mr. Negative.

"Wow, well at least you are alive." she said then leaned in and kissed him, nonstop for several minutes.

She stopped kissing him and Ava looked into his eyes.

"Well for one of us, it's going to hurt." Ava said as she blushed and felt odd about losing her virginity, standing on the wall, as if it was the floor.

Peter kissed Ava's neck as if to reassure her. "I'll be gentle. You know how hard I try to keep the people I love from pain."

"Well, when you were fucking the Black Cat, you weren't holding back." she said kissing him.

"Yeah, she came on to me, and Mr. Negative's powers messed with my sexual prowess." he said returning a kiss.

"Alright, but please go slowly when you..."Ava closed her eyes and braced herself. "...Fuck me."

Peter started to push into Ava, his thick hard cock pulling apart her virgin petals. He meet no resistance as her hymen was lost to her overactive acrobatic lifestyle but the feeling was still alien to her.

It didn't feel as painful as she feared it would. In fact with all the adrenaline rushing through her it felt like she was flying.

Ava's finger's dug into Peter's skin like claws. Peter nor his skin noticed her fingers digging into his back. The feeling of Ava's hot tight pussy wrapped around his cock was all he could focus on.

Once Peter buried himself hilt deep into Ava, he turned around, still on the wall, but Ava was on top. Then he stared thrusting in and out of her. Slowly at first so that they could both get use to the feeling.

In and out. In and out. In and out. In and out. In and out.

Long and slow pushes and pulls that stirred up Ava's insides. Ava got use to the feeling of Peter's cock inside her. Ava then started to push herself down on Peter.

Ave started to use the well trained and acrobatic muscles of her body pull Peter deeper into herself.

She arched her back and wrapped her toned sexy legs around Peter's waist as she fucked him back. Peter would sometimes suck on Ava's bouncing breasts as he fucked her.

Just like in combat the two fell into an instinctual but coordinated rhythm. Every time Peter would pull himself out Ava would push herself down on to him.

Peter and Ava's bodies became as one in the rhythm of their passion.

It didn't take much longer till Ava was on the threshold of an orgasm. Her whole body spasmed and pushed Peter over the edge with her.

Peter made one last long push into Ava's twitching pussy before blowing his load into her without meaning to.

He began to worry about what he had done, until Ava told him that until she was done being the White Tiger, she couldn't get pregnant.

Both their bodies became tight like bowstrings and then slacked as they released into each other.

Peter stepped off the wall, and he had Ava lean into him for support. Flushed and breathless they could do nothing but hold each other and fight to regain their composure.

With both Ava and Peter being unable to speak they used their lips in a more "primitive" form of communication.

Peter and Ava kissed over and over never letting the other one go from their arms. Even though they were both too spent to rekindled their lust.

They still wanted to stir the embers and bask in the warmth of the sex they just had.

They were also sure that it wouldn't be the last time they did that together.


	3. Chapter 3, Dagger

Spidey swung to his left, avoiding the yellow taxi that would've squished him like a bug. He shifted his swing and kicked the Scorpion. The Scorpion had been taken over by the Venom symbiote and was about to throw more cars at Spidey. White Tiger rolled to avoid the taxi, narrowly missing it, and Spidey turned to see if she was alright. The cars were sent flying and one of them hit Peter's leg and he was sent flying through a window.

He groaned before he got up and looked out the window. His Web Warriors were all fighting villains. On Spidey's side was White Tiger and the newly reformed Black Cat, who were going toe to toe with Crossbones, Agent Venom, Luke Cage and Iron Fist were all fighting the Juggernaut, and Cloak and Dagger were fending off Taskmaster and Venom(Scorpion, but from now on, I refer to him as Venom). Dagger threw her energy daggers at Taskmaster and Cloak was teleporting around Venom attacking him and then teleporting away to avoid getting hit.

Taskmaster blocked the daggers and shot at Dagger; Cloak, hearing the gunshot, instantly teleported in front of Dagger and the bullet disappeared in his cloak. Venom took the distraction and shot out tendrils that wrapped around Cloak's arms and legs. Cloak struggled to break free but Venom was stronger and Taskmaster pulled the trigger 3 times.

"NOOOOOOOOOO!" Screamed Dagger

This time, Cloak couldn't open an abyss to absorb the bullets, and the bullets penetrated him. Spidey instantly moved, and he swung into Taskmaster, sending him flying into a wall, and he shot webbing at the confused Venom's head, Spidey swung his arms and Venom was sent flying into the same direction Taskmaster was sent.

Crossbones and Juggernaut realized they had lost two of their allies and they both fled through sudden portal that appeared. Spidey examined the bleeding Cloak, and he yelled for the others to help.

"Can you make a portal to the Triskelion?" Spidey asked.

"Ye- yeah I-I think so." Cloak said slowly.

His arms moved and everyone jumped through except for Spidey, who helped Cloak enter the abyss. They both came out the other side and Jemma Simmons was running to them, shouting orders to the group of surgeons behind her.

"What happened?" She asked with her accent as she put her gloves on and prepped herself.

"He's been shot in the stomach 3 times." Spidey replied as he gently placed Cloak on the table.

"I need my space. I will report after we are done. Go brief Director Fury and Coulson. They'll want to know what happened." Simmons said.

 _ **3 Hours Later...**_

Simmons entered the Web Warriors Common Room. Spidey and Dagger were the only ones in the room, the other Warriors were all debriefing and then were sent home to rest.

"Jemma, please tell me he's alive." Dagger said.

"Dagger, he's alive but there was a problem. The bullets weren't normal bullets, and they were comprised of an element. I did some analysis, and its related to Mister Negative's powers. I-" Jemma said but was interrupted.

"Negative, this guy is really pissing me off." Spidey said. Negative had empowered him to get away, and now his dick was bigger. Not that he was complaining, White Tiger and Black Cat definitely weren't complaining. Especially not Black Cat, as Spidey and the Cat had a little fuck session right before they were called in to stop the Juggernaut and the others. She was quite loud and Spidey had to web her mouth shut.

"Anyway... The bullets were removed, but something was reducing Cloak's connection to the Darkforce. We tried to give him a sample of the Darkforce but it didn't work. He is comatose, and it seems that he won't wake up again." Jemma continued.

"Wait I have the Lightforce in me. I can just heal him." Dagger said as she started running to the operation room.

"Dagger! Wait! You don't understand!" Jemma yelled back

"Understand what?" Spidey asked confused. Jemma explained the whole thing to Spidey and he grabbed her and they swung to the room to stop her.

Dagger ran to Cloak's side and she started using her Lightforce healing powers. She had helped ease the darkness inside Cloak, they both would get sensations of warmth when she helped him. But this time, all she felt was a cold breeze suffocating her.

"Dagger you have to stop. Negative is using a leech, if you heal him, you'll be drained of the Lightforce and you'll die!" Spidey told her as he landed with Jemma. He placed a hand on Dagger's shoulder, and he could feel the coldness.

"You have to stop otherwise you will die." He said

Dagger broke the healing and she fell to her knees crying. Jemma comforted her and took her out to the common room, while Spidey stared at Cloak. He was about to walk to the common room to comfort Dagger when his eyes caught the bullets.

He grabbed the bowl of them and noticed one of the bullets was different from the other two. One of them had a small box in the back of the bullet and Spidey felt a very minuscule knob on the front where it penetrated Cloak.

He brushed his finger over the knob and the small box protruded from the back with two rectangular holes in it.

"It's a flashdrive." Spidey said as he held it. He went to his bunk and he inserted the drive into his laptop. He opened the drive and he read the message from Negative.

It was a 'present' from Negative, saying that if Spidey or his friends keep getting in the way, he was going to deal with them along with his new allies. Spidey was confused by who Negative's new allies were, but he kept reading. Negative also said that Cloak and Dagger no longer had a connection, and he knew about Spidey's adventures with Black Cat and White Tiger, and he said that if Spidey was going to continue to interfere, then he better get some more allies.

Spidey pulled the drive out and slammed his laptop shot. He couldn't believe that Cloak was practically dead, and it was his fault. He had gotten distracted and nearly rushed to help Ava when he should've known she could handle herself.

He got up and went Dagger's room to comfort her, and he knocked on the door and waited for Dagger to allow him to enter. When he got the 'ok' he walked in and sat next to her. Jemma had left to do something and Dagger was sitting.

"I had to come and make sure you're okay. Dagger I'm so sorry, this is all my fault." Spidey said.

"What! No, no it's not your fault. It's Negatives fault, he did this. It's so weird though, he's alive but I don't feel connected to him anymore. I can't even sense his presence. We've been the best of friends for nearly 5 years, and now, it's like we never met. I remember the time he first tasted ice cream, the first time we shut down a drug operation. The first time we kissed, the first time we had s-." Dagger said before stopping herself.

"It's fine Dagger, I figured it was going on between you two." Spidey said as he moved closer to her and wrapped an arm around her.

Dagger leaned her head on Spidey's shoulder, and he glimpsed down and saw her large breasts being confined by her suit. He could feel an erection growing in his pants.

"You knew about us huh. Well like I said, we did everything together after we got powers. I've only ever been with him, and now he's gone. It's Tandy by the way. My name is Tandy." She said.

"Tandy huh. Well you already know my name is Peter. It's nice to finally learn your name. Well if you don't feel tethered to Cloak anymore, maybe it's time to venture out on your own." Spidey said.

"Venture out on my own huh. Well maybe I can start venturing out now." She said as she moved her hand and rubbed Spidey's obvious erection.

"You wouldn't think badly of me if I kissed you, would you?" She asked.

"Of course not." Spidey said as he leaned down and his lips met hers.

They kissed passionately, and eventually their tongues met. Tandy's hand reached under the suit and started rubbing Peter's dick. She gasped at his size, "How big are you?" She asked as she tried to wrap her fingers around his meat pole, but she couldn't reach them together.

"I round about 8 inches long. Why do you ask?" He said as he brought his hand to her stomach while the other one went down her back.

"Wow 8 inches. Tyrone was only ever 5 inches. This is going to be interesting." She said amazed. Her hand rubbed the tip while the other one pulled down Spidey's pants, allowing his erection to breathe and point up. She leaned over in a bent shape and she licked the tip. She slowly attempted to suck his dick but was having some trouble.

Peter leaned back slightly and allowed the Dagger to experiment with his cock. Her awkward attempts to wrap her lips around his big cock caused Peter to take hold of the back of her head and keep guiding himself into her throat.

"Suck on that as hard as you want to," Peter groaned. "Your mouth feels so good. I can't help, but keep pushing my cock inside of it. Oh, it feels really good. I want your mouth around my cock!"

Tandy slurped Peter's cock into her mouth. Her warm lips kept parting around him. The more she sucked on him, the more she wanted that big cock inside of her. She groped his balls and squeezed them as hard as possible.

Sexual hunger spread through Peter's body. He could feel her work her mouth down his pole. The heat of her warm mouth engulfed him all the way down to the base. The tip of his cock had been held into her throat. She pulled out and released him with a pop.

"Tandy, that was amazingly good for your first time with a big dick." Peter said.

Peter watched the second he disappeared into Tandy's waiting mouth. She hungered to be filled with him and so Peter rammed his massive rod into the back of Tandy's waiting throat. She moved to get on her knees and sucked him into her mouth. Hunger danced through her dazzling blue eyes.

"Fuck, damn it, you're so good," Peter breathed. "You're going to make me cum so hard."

The brilliant blonde beauty's cheeks hallowed out and stretched into the back of her throat. She pushed down onto Peter and sucked him very hard and fast. The lewd sounds she made resulted in Peter feeling a throbbing sensation. He held the back of her head there.

Dagger thought she hit the jackpot. 8 inches of thick meat which seemed to be pulsing the more she sucked. She was going to be his, after being with only one man, the idea of ramming her with a bigger dick was something Peter wasn't going to forget.

"I'm going to cum," Peter said.

Dagger tripled her already tense efforts around the throbbing cock underneath her. Her hands cupped Peter's hard balls and pushed her lips deep as possible around him. She formed a vacuum seal around him.

Peter released a huge amount of cum inside of her tight throat. The flood of thick juices spilled inside of Tandy's waiting mouth. She sucked Peter down all the way to the edge, draining his balls with her mouth. She moaned around Peter's hard tool the very second he shoved himself into her mouth.

"Yes, oh that feels good," Peter said. "Suck me, suck me harder."

She shoved his cock inside of her mouth and proceeded to drain every last drop of cum from those balls. They seemed very swollen and empty in her hands.

An immense amount of cum spilled into her mouth. She swallowed it like she had done hundreds of times before and ascended to her feet.

"You taste like gummy worms, it's my favorite." She said as she leaned on Peter.

Peter reached up and pulled her suit down, revealing her large breasts. They were firm and eternally perky. Peter had to squeeze them, and he pulled on her nipples. Her chest shoved more prominently into Peter's clenching hands.

"Squeeze them!" Dagger breathed heavily. "They're all for you now!"

Peter was going to squeeze them and hold those soft, fleshy wonders in his hands. She rolled her neck up and arched her back and moaned every single time Peter touched her breasts.

She felt the muscles through the spider suit. Another tingle entered Tandy's being. She tries to hold back the desire to do what needs to be done, what she felt. A small, somewhat innocent look goes over the face of the girl.

Spidey wrapped his arms around Tandy and he kissed her with hunger and desire spreading through their eyes. Tandy's fingers started to rub Spidey's meat pole.

Spidey pulled the suit off all the way to enjoy the beauty of her. Tandy took a step back to allow Spidey to get a view of her body.

Spidey smiled at her. She could sense Peter was holding a strong desire for her for a long time. The web slinger reached behind and grabbed a full handful of her ass. Tandy jumped up and moaned loudly at the touch from Spidey. The web slinger kept rotating his fingers around her firm backside.

Tandy took a deep breath and pulled up the front half of his costume.

"I want to see you. I want to see all of you." She whispered in his ear and nibbled on it.

Spidey pulled off his pants and removed the rest of the suit so they were both naked.

"Help yourself." He replied back.

Another encouraging kiss lit Tandy's loins on fire and also gave her a desire for the web crawler. She felt his erection coming back in her hands.

The next thing she knew, Tandy was on the bed. She dropped down with thighs spreading and her pussy open. Spider-Man's hands touched her all over her body and brought pulses of excitement. He covered her body with kisses, making trails from her breasts to her belly button and more.

Spider-Man came up from her body. His hands rested close to her molten hot core which made Tandy lose herself in pleasure.

"You pleasured me. It would be unfair if I didn't return the favor? Wouldn't you agree?" He said grinning.

"Yes. It really wouldn't be right." She replied.

Spider-Man planted a kiss on her nether regions and it sent Tandy spiraling out of control for pleasure. She was dripping wet from giving the web slinger a blowjob earlier. Now he was currently going deep between her lips and munching on her pussy. Tandy closed her eyes and took deep breaths in and out.

The sweet taste of Dagger's pussy encouraged Spider-Man to go down on her. The willingness to join together only encouraged Spider-Man to explore and taste every single nook and cranny of her. His fingers caressed and squeezed at her silky flesh.

He triggered the moment her orgasm came. It caused Tandy to throw her hips up and down, bucking them off the bed. Spider-Man pulled up with her, and his face was dripping with her honey.

"That was such an amazing feeling." She moaned.

"And you know what will make this feeling even better? Don't you?" He said.

Spider-Man's throbbing cock head pushed against the firm flesh of Tandy's belly. She took a deep breath and realized what was about to happen. She locked her arms around him firmly and pulled him just a fraction of an inch closer to moan out in desire.

"I want you. I want you badly. Give me your cock, Spider-Man!" She wailed loudly.

She shifted closer to the front of the bed to meet the tip with her womanhood. She slowly grounded her dripping hole up and down on Peter's engorging rod. Peter groaned at the feeling of Tandy's rubbing against his erect member. She teased him with her pussy in a way which made Peter grow very excited.

Peter stood up and Dagger's body came with him. She positioned herself over the top of Peter's rod and allowed it to slide into her. It parted her walls and touched them in such a way she almost lost it the second he entered her. His rod seemed to mold to where she wanted to go. She bit down on her lip when rising up on him and then dropping down.

Peter felt her clench down onto him. Her tightening walls grabbed onto Peter's engorged rod and squeezed him as much as possible. Peter groaned at the feeling of Dagger squeezing him. Her warmth rose up and slid down onto him squeezing him.

Those large round tits bounced above Peter's face made him harden with desire. The web slinger reached for Dagger and touched her breasts. Those round breasts came into Peter's hands. He squeezed them as much as possible and it caused her to moan when she dropped down onto his crotch.

"Spider-Man!" Dagger breathed. "YESS! That's it! Right there!"

The web slinger grabbed onto her ample chest and squeezed her dancing tits as hard as he could manage with his hands. They molded into his grip when she rose and dropped down onto his crotch. Drops of juices filled over his crotch.

Her hands grabbed the back of his head and forced them into her chest. Her tits bounced in Peter's face demanding to be licked, sucked, and grabbed. Peter did all of those things and more.

Tandy closed her eyes and felt the rush going through her body. She bounced up and down on him. Their firm thighs slapped up against each other. She received one of the most spectacular orgasms ever. He really knew where to touch her body just as she hit her peak. Several pleasurable motions plunged Tandy down onto his thick rod.

The first orgasm passed through Dagger. She gripped the pulsing rod inside of her with her nether lips and released it. She rose all the way up and descended down onto him, making sure to keep his head locked into place between her breasts. He sucked them and brought unbridled pressure.

Dagger's body rocked back against Peter's. She worshiped him with every inch of her body, peppering some kisses in there. Her inner walls tightened around Peter's dick when rising and falling against him.

"Spider…Spider….SPIDER-MAN!" Tandy screamed.

This scream followed by one of the best orgasms Tandy ever had the pleasure of having flow through her body put her in a dazed state of pleasure. Peter's powerful hands gripped onto her hips and they moved down her back and all the way to her ass when she rode him like there was no tomorrow.

Peter groaned at the feeling of Tandy dropping all the way down onto him. Peter closed his eyes and allowed Medusa to drop down onto him. This throbbing cock passed between her lips and into her. He could feel his balls swell up. His face smashed between the tits of her.

"Do not pull out." She said.

Dagger wasn't going to let Spidey leave without receiving his gummy worm tasting seed inside of her. Her pussy lips clenched together in a deathlike grip around Peter's manhood as she milked his hard cock in her hole.

His hips rose up and fell down in a repeated rises and drops. Dagger slid down onto Peter and squeezed his tool between her very inviting thighs.

"Getting close?" Tandy gasped.

Her nails dug into Peter's back with each rise and each drop onto him. The feeling of her warm walls caressing Peter made things go very smoothly. Peter's aching balls pushed against Dagger when she rose and dropped in a repeated series of maneuvers.

"Cum for me," Dagger whispered. "Please. Fill me with your tasty cum."

Each push around him made it harder to reinforce his will. Peter's balls tightened and it would only be a matter of time before they were released. The web slinger groaned and his cock slammed into her. His hands grabbed her ass and held her up so that Dagger couldn't bounce anymore, and then Peter thrusted his hips upwards ramming her fully and his balls slapped against Tandy's ass.

He kept repeating this move, eliciting loud erotic moans from Dagger. When Spidey felt his balls clench up for release he slammed her down and her back arched.

His balls shot their contents into her. Dagger drove herself down onto him one more time. Their flesh smacking together made a delightful sound and only made Peter hold onto her to shoot his seed into Dagger's pussy.

"SPIDER-MAN!" She shouted out loud.

His codename only caused Peter's balls to clench and fire. Immense amounts of seed fired into her. Rope after rope splattered inside of Dagger's walls. Peter grabbed Tandy and kept emptying himself inside of her. His balls drained all of their fluid inside of her without another word.


	4. Chapter 4, Betrayal

Spidey was crouching quietly behind some containers. He was on a team mission assigned by SHIELD to find Crossbones, Taskmaster, Juggernaut, and Venom after Cloak was injured and put in a coma.

The villains had been spotted meeting in a old abandoned junkyard and here they were.

It was him, Dagger, White Tiger, Nova, Power Man, Iron Fist, and the Black Cat.

Black Cat and White Tiger were watching hidden on top of a crane. Dagger was watching was watching behind containers on the opposite side of Spidey. Power Man and Iron Fist were watching behind some large dumpsters.

Nova was next to him and they both peeked around the containers to see if any of the villains were there, and they were. A new man was also there, and no one knew who he was, but he had to be Negative's new ally.

Spidey's spider sense instantly went off the hook and he heard a sound of something shuffling and he turned to look at Nova.

Nova was facing him and his hands were powered as if he was about to shoot his energy blasts.

"Bucket Head. What are you doing? Get down before you get us caught or killed." Spidey said to him but Nova stood up and his head turned to the direction of where Dagger was hiding.

"Nova! Stand down now!" Spidey said, getting anxious and pissed off.

"We are Hive." Nova simply said as he turned to look at Spidey.

"Hive? What the hell is that. This isn't funny Sam. Sit down." Spidey said standing up.

"What's going on?" Power Man asked.

"Nova's being a dumbass and he's gonna get us all killed." Spidey replied.

"He's not Nova anymore boy." said a male voice.

"We know you are there. Come out all of you." the voice said.

Spidey and the rest of the heroes all stood up and walked up to be seen, Spidey realized that the voice was coming from the unknown man.

"I'm Hive, and you are?" Hive asked.

"I'm the guy who's gonna kick your ass." Spidey said.

"I wouldn't be so sure about that." Hive said as his face slowly dissolved into a monstrous face with tentacles moving around.

"Damn. You need some major skin help." Spidey replied, masking the fear rising within him.

"I think it's time for you to be reunited with your friend my dear." Hive said as he turned to Dagger, and Nova's hands went up.

"Nova! Stop!" Spidey said but it was too late.

Nova shot his energy blasts at Dagger, who blocked them with her light daggers but Nova kept firing and one of his blasts hit her in the stomach and she froze.

She stopped moving and the rest of Nova's blasts hit her and she was fell everyone's eyes.

"NOOOOO!" Spidey yelled as he kicked Nova into Hive.

"You're overwhelmed boy. If you want to yourself and your team to live, I suggest you leave." Hive said smugly.

Spidey wasn't gonna back down, and the other heroes weren't going to either. They all started running forward to attack the villains and Nova but Crossbones and Taskmaster threw light bombs around the villains and they all got away. Spidey and the others all stood and waited for their vision to become clear, and they all ran to Dagger.

Dagger was bleeding heavily and her body glowed as the Lightforce was burning it's last reserves to heal Dagger, but the damage was done. Everyone crowded Dagger, and she cried in pain. No one knew what to do, no one could do anything anyway. Dagger cried out one last time before she succumbed to her wounds and she died.

Spidey screamed in anger and he slammed his fist into a container and it was sent flying, knocking over other containers.

"Spidey, these containers are coming down we have to move. NOW!" Black Cat yelled as Power Man picked up Dagger's body and the team ran off.

They reached the Triskelion and Peter reported what happened to Nick Fury, Coulson and Hill. When he mentioned Hive, Peter noticed Coulson take in a sharp breath and his whole figure changed, and he, Fury and Hill exchanged glances. He continued reporting the mission and he was released when he finished.

He took a shower and the events that just happened cycled in his brain over and over again.

He couldn't believe this was happening. Nova had killed Dagger, even if he had been taken over by this Hive freak. Hive had meant something to Fury, Hill and Coulson.

Spidey knew one thing though, if he wanted to avenge Dagger and fight this new threat he was going to need some help, and something told him that the Fantastic Four and his fellow SHIELD Agents would help.


	5. Chapter 5, Invisible Woman

First message to my readers: Those who asked why I killed off Dagger, I wanted to have an event that would get Spidey to want revenge/get motivated and get more 'allies' to help him stop Hive and the other villains. It was between Dagger, White Tiger and Black Cat, and I had plans for Tiger and Cat, so I had to choose Dagger. I've made this story with 4 phases and this is the end of phase 1 and the start of phase 2 starts now.

Chapter 5: Invisible Woman

Spidey swung to the Baxter Building two days after Cloak and Dagger's funeral. Cloak had died the day after Dagger did, and they were buried next to each other. He had watched as the two fallen heroes' families wept for them, and he felt guilty for their pain.

He knew what he had to do, he was going to have to get some help to bring Cloak and Dagger's murderers to justice. He landed on the hangar on the 35th floor. He walked in and he looked around the lab for someone.

He turned when he heard a noise and he saw the Invisible Woman (Jessica Alba Version, but with bigger breasts and ass) studying a computer screen.

She was wearing her suit, and she was very focused on the board.

He took off his mask and he looked at her body and his eyes on her gorgeous ass. He felt himself getting hard, and he thought, 'Good, it'll help.'

If he was going to get help, he was gonna get it the same way Black Cat's had decided to become a hero. By fucking them.

"I need some help." Spidey said announcing his presence. Sue stumbled around and she turned to face Spidey.

His young handsome face stared back at her, and her eyes traced up and down his body, catching his growing erection and she knew he was big and that she had gotten him hard.

"Yes. I think you do." She said as she took a step toward the wall-crawler.

"There's a new group of villains who I can't stop on my own. I have a team to help me but it's not enough. There's also a new player called Hive, and he can control people." Spidey said as he looked at the beautiful blonde in front of him.

"Mmhmm." Sue said as she walked up to him and stood there.

"And why do you need me exactly?" She said as she placed her hands on her hips.

"I need someone smart and useful." Peter said.

"And is that all you need from me? Nothing else I can help you with?" Sue said as she took another step close to Peter and her hand subtly brushed Peter's groin.

"No. I need another thing. You." Peter said as he grabbed her by the hips and used his strengths to pick her up and bring her close to his body.

"Wow. You're well endowed." She said as she kissed him.

"I can say the same thing to you about your body." Peter said as he gripped her ass.

"Thank you." She said as she moved her hand down to his groin once again and gripped the outside of his suit.

Peter let her down and she quickly dropped to her knees and pulled down his pants and boxers and his 8 inch cock sprung out and hit her cheek.

"Holy shit. You're so big. I have to have this." She said as she examined the thick cock in her hand.

"Trust me. You're gonna have it, that amazing body is gonna get rammed and I'm gonna stretch out every hole." Peter replied.

"You'd think the man who can stretch any body part would make his dick really big and would want to fuck someone like me but all Reed cares about is his work and his experiments. It's been so long since we fucked, I've forgotten it." She said as she rubbed her thumb against the round head of Peter's cock.

"Well I'm gonna make sure you don't forget this." Peter said as he moved his hand to the back of Sue's head and he moved his cock straight into her mouth. He pushed in and he shoved 5 inches before he felt some struggle.

He pulled back and he pushed back in and held her head there. Sue's eyes started to water and she gagged on his cock. She used her tongue and wrapped it around the long cock in her mouth. Peter kept pulling out and pushing back in over and over again.

Peter's cock was slick with Sue's saliva and he shoved it in her mouth again. He pushed in 2 more inches before he felt himself ramming against the back of her throat. He pulled out and Sue gasped loudly and coughed. She looked at him and smiled, "I want it all in my mouth. Shove it all in."

Peter grabbed her and he moved to a table. He swiped the things aside and he moved Sue on the table on her back. Harry unzipped her suit and he saw her body on the table. Her beautiful tits were barely encased by her bra and he ogled a bit.

He aimed his cock at her mouth and he shoved all 8 inches of his cock into her mouth and he slid down her throat. He felt his cock move in easier without much resistance. He leaned over and he pulled off her bra and started pumping into her mouth. She gagged hard as Peter fucked her mouth.

He pulled out a couple inches and then pushed all the way in and he repeated this action. Sue arched her body as Peter fucked her mouth roughly. He held his cock all the way and he started licking and nipping at her nipples.

Peter's right hand slithered down her body and rubbed Sue's wet pussy.

"Look how wet you are." He said. Peter pulled his cock out to let her answer. He saw the longs strands of saliva hanging from her mouth and his cock.

"I need this so bad." She said as she caught her breath. He moved around to her legs and he took off her suit. He rubbed the head of his dick between her lips and he licked her nipples.

He filled her mouth with his whole cock and he bit down on her nipples, meanwhile, his fingers wandered down to Sue's pussy.

He slipped a hand under her pants and his fingers touched the hairless pussy. Peter leaned back and he watched Sue take in his cock and he slipped a finger into her soaking pussy.

It was insanely tight, even for his finger. He started pumping two fingers in, and he made his webbing gesture and he started fucking her pussy with his ring and middle finger. He stopped and removed his clothes before resuming finger-fucking the beautiful blonde.

It wasn't long before Sue had a long-awaited orgasm and Peter swiftly moved between her legs. He grinned as Sue quickly removed her clothes and looked at him with pure lust in her eyes. He rubbed the tip of his enormous cock between her lips before he pushed in.

Her lips slowly engulfed the meat stick and it stretched out to absorb it. Peter groaned at how tight Sue was but he kept pacing himself as he pushed in. He pushed all the way in minutes later and Sue arched her body as she felt all of Peter's cock inside of her, stretching her out.

He started ramming into her pussy just as he had done to her mouth and he gripped her hips to bring her into him. As Sue was getting fucked by Peter, she moaned loudly as she felt him fulfill the lust that had grown deep inside of her for so long.

Peter then grabbed Sue by the ass and brought her body up to his and he moved to the wall and he webbed Sue's hands and feet against it. He started to pump his cock up into her and she moaned in ecstasy.

Sue arched her body again as Peter filled her up and practically shifted her organs. It wasn't long until she had another immense orgasm and her juices spilled onto Peter's cock.

Peter moved her off the wall and he shot several strands of webbing to the ceiling and connected them to her wrists and ankles. He positioned her body so it she looked like she was sitting on her knees but instead she was in the air.

She moved around and she looked like a puppet with strings. Peter grinned at Sue as he moved behind her body and whispered in her ear, "One more hole to stretch out.".

He grabbed her waist and he aimed his cock to her ass. He pushed in slowly at first and he felt Sue squirm as he penetrated her tight asshole. He grinned and he shoved the rest of his cock without restraint.

He used his spider-strength to fuck the Invisible Woman hard and he started pounding her. He moved a hand down and started rubbing her pussy. He started to swing a little and he used the momentum to fully penetrate her ass and stretch her out. He started fingering her with two fingers and Sue had a third orgasm.

He pulled out and he removed his webbing and gently placed Sue to the floor where she moved straight to her knees. She grinned and said, "You fucked me amazingly, now it's time to get your cum."

She stuffed her mouth with Peter's cock and she started bobbing her head. Peter rammed his massive rod into the back of Sue's throat. Sue leaned back and sucked him into her mouth. Hunger danced through her dazzling blue eyes.

"Shit, Sue, you're so good," Peter breathed. "You're going to make me cum so hard." He said as he held the back of Sue's head.

Peter released a huge load of cum into Sue's waiting mouth. She sucked Peter down all the way to the base, draining his balls with her mouth. Sue moaned around Peter's hard cock the very second he shoved himself into her mouth.

"Yes, oh that feels good," Peter said. "Suck me, suck me harder."

Sue shoved his cock inside of her mouth and proceeded to drain every last drop of cum from those balls. They seemed very swollen and what kind of doctor would she be not to drain every single last drop of cum.

An immense amount of cum spilled into Sue's mouth. She swallowed it like it was her last meal and she licked Peter's tip. She looked up into Peter's eyes and she smiled at him.

"Thank you so much for that. You have no idea how badly I needed that." She said as she rubbed Peter's cock.

"No problem. I had a lot of fun." Peter said as they both started putting on their suits.

"So... About that new group of villains. I'm in. Just call me when you need me and I'll come and help, and if you need me for something else besides crime-fighting... You know where to find me. Just come in at anytime." Sue said as she smiled at him and she flashed him her tits before putting her bra back on.

"Good to know." Peter said as he put his mask back on. He shot a web line and he swung out of the Baxter Building and he heard his SHIELD watch ringing. He landed on a rooftop and he answered it, and he saw Nick Fury.

"Spider-Man! I want you to come in and greet our newest recruit. She's been doing hero work as a SHIELD agent, but now she'll be on your team to help make up for losing Cloak and Dagger. I'm gonna miss those two. I'm looking for another recruit but until then, I want you to show Miss Johnson everything your team does and show her around headquarters." Fury said.

"Umm sir. It's Quake. I go by Quake." said a voice.


	6. Chapter 6 Quake

To my fans/readers: I'm transitioning to AO3. I don't want to get banned or whatever, so I'm moving, I'll still post stories here and there, but if this does get deleted, go to AO3, my username is the same on here. TheGreenArrowDP2001.

* * *

Spidey met Agent Johnson(Chloe Bennet Version), or Quake as she preferred to be called, 20 minutes after he left the Baxter Building. He swung to the Triskelion and went down to control where Fury was showing Quake where everything was.

Fury finished the tour and left her in Spidey's care. He and her talked about her past and he suggested some training, to which she nodded.

Spidey took her to the training area and he set the controls to moderate. Several turrets rose up and they initiated the session. Spidey dodged several bullets, while Quake blasted the bullets back into the turrets, making several more rise up behind it. Spidey webbed on turret, ripped it out of the ground and swung it around into several more turrets, destroying them.

Quake was getting cocky as she blasted the bullets back, not paying attention behind her. Peter's spidey sense rang as he saw the bullets about to hit Quake and he swung into her, narrowly avoiding the turrets.

He rolled with her, and landed so she was on him. "System End Session" He shouted as the bullets whizzed over their heads. Quake got the breath knocked out of her when Spidey swung into her, and she was panting on him, her tits heaving as she caught her breath. Her body moved around on Peter's crotch as she gasped for breath.

Peter, feeling her crotch rubbing against his and seeing her tits jiggle, got hard, and she could slowly start to feel it. Negative's powers on Peter started working as he and Quake started getting horny. She caught her breath after several deep gulps, and her body fell against Peter's.

Slowly, Peter's cock poked through his pants, and into Quake's thighs and she looked at Peter. Her hands went up to his mask and lifted it up to expose his mouth. Her lips met with his and her hands traveled down to Peter's cock, and she used her powers on the lowest setting. Her hands wrapped around the texture of Peter's suit, and she quaked his cock, vibrating it with enough force to cause blood to flow to his dick.

Peter groaned slightly as he felt the amazing feeling of her powers on his dick, his hands went to the zippers of her suit and he threw her suit off, leaving her in a black tank top and her pants. He ripped her pants off too, and he could see her black panties. Peter slowly started rubbing his crotch into Quake's panties, pushing slightly in, causing her to moan.

Quake pulled Peter's pants off and quickly brought her face to the exposed 8 inch cock. Her lips wrapped around it and her head went down, engulfing nearly 5 inches in her mouth. Her eyes looked into Peter's and his hands moved to her short black hair, and he pushed her head further down, until she was at the base of his dick. She gagged slightly, but Peter didn't let up, as he felt her tongue do wonders on his cock. Her hands slid up and went to his balls, and before he knew it, she was quaking them, sending little vibrations that made his nerves go nuts.

Within seconds, his balls churned and he came into Quake's mouth, rope after rope filling it up until she swallowed to make space. She slurped the last bit of cum from his balls and pulled her head off, tears in the corners of her eyes as she gasped for air. Peter's cock was still fully hard as he rolled over, pinning Quake on her back, ripped her panties off and slammed his saliva encased cock into her pussy, sliding in with moans coming from both.

Spidey slammed his cock repeatedly into the Inhuman, hitting her G-spot immediately and making her orgasm all over his dick several times. Her juices made his cock slippery as he brought Quake to her feet and turned her around and bent her over. Her ass was pointed for his slick cock and he slipped in the tight hole, making Quake scream in pleasure.

"Fuck! Spidey fuck my ass." She screamed. Peter quickly webbed her mouth shut, knowing if she was loud enough, they'd be caught. Little did he know, Agent Morse (Mockingbird) was watching them with the security monitors. Spidey continued fucking Quake's ass, slapping it several times and reaching around and grabbing her tits, pinching them and playing with them.

Quake had another orgasm seconds later, they felt the floor rumble slightly, and Peter got an idea that he wanted to try out immediately. He pulled out of Quake's ass, grabbed her and webbed up to the ceiling, and then quickly webbed Quake's body upside down like a spider would web up its food. He webbed up her legs, body and arms, leaving only her head and neck exposed. Peter ripped off the webbing on her mouth and kissed Quake's soft lips for several seconds.

Peter moved around and climbed up, so his cock was aimed at her face, and his hands were attached to her ass, his feet against her stomach. He pushed his cock forward and Quake's mouth took it in, sliding in and out and her tongue went to work again.

"Feed me your cum Spidey." Quake said when Peter pulled out of her mouth, saliva hanging from his dick and her mouth.

Spidey obliged as he pushed his cock into her mouth, and shot his load. His cum filled her mouth up before she swallowed the sweet cum and took in the last bit. Peter ripped the webbing off of Quake's body and grabbed her before she fell. He dropped to the floor and Quake's hand jerked his dick once more before giving him a kiss, getting her suit back on, and left, but not before winking at him.

Peter, meanwhile got his pants back on and stood there for several minutes, rethinking the fun day he'd just had. Fucking Quake and Sue was amazing. He thought as he walked out of the training room.

Meanwhile, Agent Morse was coming to her own orgasm as she repeated the footage

She moaned as she felt her baton slid in and out of pussy, making her cum for the third time.

"I've gotta get that dick." She said.


End file.
